Purchase Terms and Conditions


  1. Acceptance – Agreement.  This purchase order must be accepted in writing by Seller.   However, if for any reason Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof, including, but not limited to, delivery or other performance, shall constitute acceptance by Seller of this purchase order and all of its terms and conditions.  Any terms proposed in Seller’s quotation or acceptance of Buyer’s offer which add to, vary from, or conflict with the terms herein are objected to.  Any such proposed terms shall be void, and Buyer’s terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties and may hereafter be modified only by written instrument, executed by the authorized representatives of both parties.  If this purchase order has been issued by Buyer in response to an offer, and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this purchase order by Buyer shall constitute an acceptance of such offer, subject to the express condition that the Seller assent to such additional and different terms herein and acknowledge that this purchase order constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof and the subject matter of such offer.  Seller shall be deemed to have assented and acknowledged unless Seller notifies Buyer to the contrary in writing within five days of receipt of this purchase order.

  2. Cancellation/Termination.  Buyer may at any time terminate this order in whole or in part at its convenience upon written notice to Seller.  Buyer will reimburse Seller for Seller’s expenses (which shall not include lost profits) resulting directly from any such cancellation or suspension made without cause, which amount shall in no event exceed the applicable pro rata portion of the contract price.  The foregoing states buyer’s entire liability and Seller’s exclusive remedy for any change and/or cancellation or suspension of all or part of this order.

  3. Confidentiality.  Seller shall keep confidential all information, specifications, or data furnished by Buyer or prepared by Seller specifically in connection with this purchase order.

  4. Warranty.  Seller expressly warrants that all goods and services covered by this order shall confirm to the specifications, drawings, samples, or other description upon which this order is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect, and that the goods and services of Seller’s design will be free from defect and design.  Inspection, test, acceptance or use of the goods furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance, and use.  This warranty shall run to Buyer, its successor, assigns, and customers and the users of its products.  Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Buyer, when notified of such nonconformity by Buyer.  In the event of failure by Seller to correct a defect in or replace non-conforming goods or services promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by the Buyer directly.

  5. Force Majeure.  Buyer may delay delivery and/or acceptance occasioned by causes beyond its control. 
  6. Changes.  This purchase agreement may not be modified under any circumstances except by a writing signed by both Buyer and Seller. 
  7. Inspection.  It is agreed that the Buyer shall have the right to inspect the goods upon arrival prior to payment, without regard to the manner of shipment or any shipping or price terms contained in this agreement.  It is agreed that defective, damaged, or non-conforming goods may be returned for credit or refund at Seller’s expense, notwithstanding prior payment by Buyer.

  8. Indemnity.  The Seller shall indemnify and hold the Buyer harmless against all expense, claims, damages, demands, or liabilities arising out of Seller’s breach and the performance of this order.  In furtherance of the foregoing indemnity and not in limitation thereof, Seller agrees that:

    1. Buyer shall be entitled to all incidental damages resulting from a breach by Seller, including, but not limited to, all expenses reasonably incurred in inspection, receipt, transportation, care, and custody of goods rightfully rejected, any commercially reasonable charges, expenses, or commissions incurred in effecting cover of, and other reasonable expenses incident to, a delay or breach by Seller.

    2. Buyer shall also be entitled to consequential damages resulting from a breach by Seller for any loss resulting from general or particular requirements of Buyer of which Seller is aware at the time Buyer executes this order, and which reasonably cannot be prevented by cover or otherwise, and damages sustained by Buyer from any injuries to person or property proximately resulting from any breach of warranty by Seller.

    3. Seller agrees to indemnify Buyer against all damages, claims, losses, and expenses (including attorney’s fees) arising out of, or resulting in any way from, any defect in the goods or services purchased hereunder.

  9. Delivery.  Delays in shipment shall be reported immediately by the Seller to the Buyer.  Time is of the essence of this contract, and if the delivery of items or rendering of services is not completed by the time promised, Buyer reserves the right, without liability, in addition to its other rights and remedies, to terminate this contract by notice effective when received by Seller as to items not yet shipped or services not yet rendered and to purchase substitute items or services elsewhere and charge Seller with any loss incurred.

  10. Complete Agreement.  This purchase order, including all items incorporated herein by reference, contains the final and entire contract between Buyer and Seller, and no agreement or other understanding, whether written or oral, or prior or subsequent, proporting to add to or modify the terms and conditions hereof, shall be binding upon Buyer unless agreed to by Buyer in writing on or subsequent to the date of this purchase order.

  11. Risk of Loss.  Risk of loss of the goods to be delivered hereunder shall remain with Seller until Buyer’s receipt of the goods. 
  12. Packaging and Shipment.  The articles shall be packed and shipped by Seller in accordance with Buyer’s instruction and good commercial practice so as to insure that no damage shall result from weather or transportation.  Seller assumes all responsibility for the safe shipment of goods to Buyer.

  13. Set-off Rights.  Buyer shall be entitled to set-off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer in connection with this order.

  14. Price Warranty.  Seller warrants that the prices for the articles sold hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities.  In the event Seller reduces its prices for such article during the term of this order, Seller agrees to reduce the price hereof correspondingly.  Seller warrants that the prices shown on this purchase order shall be complete, and no additional charges of any type shall be added without Buyer’s express written consent.  Such additional charges include, but are not limited to, shipping, packing, taxes, and insurance.

  15. Patent Indemnification.  Seller will indemnify and hold harmless Buyer, its successors, assigns, customers, and users of its products, against all suits at law or in equity and all loss, liability, and damage, including costs and expenses, resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights, and Seller will, when notified, defend any action or claim of such infringement at its own expense.

  16. Attorneys’ Fees.  In the event of any litigation arising out of this purchase order, the prevailing party shall be entitled to actual reasonable attorneys’ fees and costs.

  17. Applicable Law.  Any dispute concerning a question of fact and/or law arising from this order, which is not disposed of by agreement of the parties, shall be decided by the laws and courts of the State of Ohio.